Christopher D. Maggiore
Zivo BioscienceAbout Christopher D. Maggiore
Christopher D. Maggiore (age 59) is an independent Class I director of ZIVO Bioscience, appointed in August 2013, and currently serves on the Audit Committee and Compensation Committee. He is a private investor with over 37 years of experience in real estate development and business building, owning and managing a portfolio of businesses and investments. The Board has determined he is “independent” under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various private businesses (self-managed) | Owner/Manager; Private Investor | 37+ years (as of 2025) | Entrepreneurial and operating experience cited as Board-relevant |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Maggiore |
Board Governance
- Committee assignments and roles:
- Audit Committee: Member; committee met four times in 2024; Audit Committee composed of independent directors (Chair: Alison A. Cornell).
- Compensation Committee: Member; committee met two times in 2024; all members independent (Chair: Alison A. Cornell).
- Independence and structure:
- Board determined Maggiore is independent under Nasdaq standards; Board applies Nasdaq independence standards even though not listed on Nasdaq.
- CEO (John B. Payne) also serves as Chairman; the Board has no Lead Independent Director.
- Attendance and engagement:
- Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings; all then-sitting directors attended the 2024 annual meeting.
- Committee update:
- Nominating & Corporate Governance Committee Chair Nola E. Masterson resigned from the Board effective August 12, 2025; no replacement named at that time.
| Committee | Role (Maggiore) | Chair? | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit | Member | No | 4 | Committee fully independent; Chair is audit committee financial expert (Cornell) |
| Compensation | Member | No | 2 | Committee fully independent; oversees director and executive pay |
| Nominating & Corporate Governance | Not a member | n/a | 1 (2024, composition: Masterson-Chair; Cornell) | Chair resigned Aug 2025 |
Fixed Compensation
| Component | Amount/Terms | Fiscal Year | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $53,784 (earned, unpaid at 12/31/2024 due to financial constraints) | 2024 | Reported in director compensation table |
| Board Annual Retainer (policy) | $50,000 (member retainer per service year) | Effective next board term after 2024 AGM | Amended 5/31/2024 |
| Committee Stipends (policy) | Chair: +$4,000; Member: +$2,000 (per committee: Audit, Compensation, Nominating & Governance) | Effective next board term after 2024 AGM | Amended 5/31/2024 |
The Board amended the Non-Employee Director Compensation Policy on May 31, 2024, increasing the board retainer from $40,000 to $50,000 and allowing equity in the form of RS or RSUs (previously options).
Performance Compensation
| Award/Program | Grant Date | Terms | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Restricted Stock (re-election grant) | 6/12/2024 | Annual grant approx. $50k target value | 3,626 shares (to each re-elected director) | Vests in four equal quarterly installments | Standard director equity under policy |
| Director Stock Option Replacement Program | 6/5/2024 | Replaced outstanding director options with RS under Director Equity Plan | 36,630 shares (Maggiore) | 100% vested on grant date | Aggregate 127,364 RS replaced 62,451 options across directors; value equaled Black-Scholes value of cancelled options |
| Stock in Lieu of Unpaid Director Fees (2023 fees) | Approved 5/31/2024; granted 6/5/2024 | Unpaid 2023 fees converted to RS; grossed-up 45% taxes; pricing at $1.20 (12/29/2024 close) | 81,544 shares (Maggiore); owed $53,819 of 2023 fees | Not specified (issued under Director Equity Plan) | Tax gross-up and conversion exempted from annual non-employee director award cap |
| 2024 Director Stock Awards—Total (Grant Date Fair Value) | 2024 | Summary compensation table amount | $990,665 (stock awards) | — | Includes annual RS, option replacement, and stock-in-lieu awards |
No performance conditions (e.g., TSR/EBITDA goals) are disclosed for director equity; replacement awards vested immediately.
Other Directorships & Interlocks
| Company/Entity | Role/Transaction | Date/Period | Detail |
|---|---|---|---|
| ZIVO—Related party equity financing | Director participated in 2024 equity issuance | FY 2024 | 37,180 shares and 3,341 warrants issued to Maggiore; $308,100 proceeds including $78,101 of A/P exchanged for stock. Part of 520,435 shares and 21,185 warrants issued to insiders and related parties. |
Expertise & Qualifications
- Entrepreneur/investor with 37+ years building and managing businesses; Board cites entrepreneurial and organizational building experience as valuable.
- Serves on Audit and Compensation Committees; Board deems committee members independent; Audit Committee chaired by a financial expert (Cornell).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Christopher D. Maggiore | 511,382 | 13.5% | April 10, 2025 |
Company prohibits hedging in its insider trading policy; no disclosure of pledging by directors.
Director Compensation (2024 Summary)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (earned; unpaid year-end) | 53,784 |
| Restricted Stock Awards (grant date fair value) | 990,665 |
| Total | 1,046,460 |
Insider Trades (recent)
| Date (Filing/Event) | Type | Shares | Price | Post-Transaction Ownership |
|---|---|---|---|---|
| Oct 8, 2025 (filed Oct 9, 2025) | Open market purchase | 23,682 | $12.01 | 517,526 shares |
Say-on-Pay & Shareholder Feedback (context)
- 2025 Annual Meeting (June 9, 2025): Shareholders approved all proposals, including say‑on‑pay (For: 1,665,583; Against: 48,443; Abstain: 121; Broker non‑votes: 792,911). Quorum was ~66.11% of outstanding shares; auditor ratification also passed (For: 2,438,089; Against: 53,549; Abstain: 15,420).
- Company holds advisory say‑on‑pay votes annually based on prior frequency vote; Board recommended “FOR” in 2024 and 2025.
Equity Ownership & Alignment Signals
- High insider ownership: Maggiore at 13.5% of outstanding shares as of April 10, 2025, aligning incentives with shareholders.
- Continued open‑market purchases through October 2025 add to alignment signal.
Governance Assessment
-
Positives
- Independent status and active committee service (Audit and Compensation) with documented meeting cadence (Audit met 4x in 2024; Comp met 2x).
- Board‑level engagement: Board met 7 times in 2024; each director attended ≥75% of meetings; directors attended the annual meeting.
- Ownership alignment: 13.5% beneficial ownership; recent open‑market buying supports confidence signal.
- Shareholder support for compensation program (say‑on‑pay approval in 2025).
-
Risks and RED FLAGS
- Combined Chair/CEO with no Lead Independent Director reduces counter‑balancing oversight; heightens need for strong committee leadership.
- Director equity structure changes: 100% vested replacement RS for options and significant stock in lieu of unpaid fees (with 45% tax gross‑up) create optics risk around pay structure and governance discipline.
- Related‑party financing: Participation in insider equity financing (shares, warrants, and A/P conversion) introduces potential conflict perceptions in capital raising.
- Board turnover: Resignation of N&CG Chair (Masterson) in Aug 2025 leaves committee leadership gap until replaced.
Overall, Maggiore brings long‑tenured board experience and meaningful ownership, with strong attendance and independent committee service. Investors should monitor ongoing board composition changes, the absence of a Lead Independent Director, the use of tax gross‑ups in director equity conversions, and related‑party capital raises for potential governance risk.